The Uchiha Heiress and the Arachnid Sennin
by HandAssassinSpider-man
Summary: As Satsuki Uchiha begins her training under Orochimaru in her goal to kill her elder brother Itachi, she stumbles across another young Shinobi that's been brought under the infamous Sannin's wing. As Satsuki strives for power, her counterpart strives for knowledge, putting the two on a eventual collision curse that'll test their resolve, their will... and their love for one another
1. Chapter 1

This story will be about Satsuki Uchiha (Fem Sasuke Uchiha) and Pītā Pāka (Peter Parker) duirng said girl's time as Orochimaru's student, her hunt for Itachi and her breif stint with the Akatsuki and maybe a bit of time afterwards. Might go up to the New Era, might not. It's not connected to my other story, Demon in the Web, I just wrote this up a while back because I was at a bit of a writers block for Demon in the Web and this sorta came about. A lot of the stuff in this fic have since been rolled into my other one but I figured I'd give this one a try again. Nothing else, it helps me come up with other ideas for my Demon in the Web story.

And I just know people are gonna ask if there's gonna be other women in this story hooking up with Pītā, so might as well answer that question now.

Yes, there will be other women but it wont be a tried and true harem like most of my other stories. It's more of Satsuki and Pītā will bring a third person into their relationship for a brief period of time, mainly for things of a sexual nature. So I guess it could be called an open relationship to a degree but it's not at the same time if that makes sense.

Disclaimer: I don't own any Marvel or Naruto characters seen, mentioned or used.

* * *

When Satsuki Uchiha, lone survivor of the Uchiha Clan massacre, committed by her elder brother no less, went to Orochimaru for the promise of the power and skills she'll need to kill her disgrace of a sibling, she will admit, she had her expectations. To learn under one of the Three legendary Sannin was nothing to scoff at, her idiot of a former teammate Naruto had only began to learn under Jiraiya for a few months and his power grew to the point he could actually hold his own against her in a life or death battle and had a jutsu to match if not outright surpass the Chidori!

So when she first arrived at the base that Orochimaru was utilizing only a few weeks ago, she was expecting to jump right into advance and rigorous training on utilizing advance jutsus, unrivaled taijutsu styles, rare and highly effective Genjutsus, the works.

What she got... was hours upon of lectures of various jutsu theories, geography lessons, mathematics, reading, writing and a host of other useless information that made the young Uchiha want to pull her hair out. All she was learning was the same crap they taught her at the Shinobi Academy and even more so under Kakashi when she was assigned to his team. Granted what she was learning was far more advance in comparison, but it was still a huge waste of time in her opinion.

'_How the hell is me knowing the geographic features of the _Mizu no Kuni_ gonna help me kill Itachi?!_' Satsuki thought with a frown of annoyance as she listened to Kabuto prattle on.

Given that Orochimaru was still recovering from transferring himself to a new body, it'll be a few more days at least until he begin to teach her anything of worth. Kabuto therefore has taken charge of her education and so far the silver haired nin was having Satsuki seriously consider offing him after she was done with Itachi. Still, if going through this had helped Naruto become so powerful, than she supposed she could grit her teeth and power through it.

Even if the room she was in was unbearably warm and caused her to regret wearing and black long sleeve shirt and pants. The humidity was also starting to bother her slowly growing hair, much to her annoyance.

'_Just bear through it. If being sweaty and uncomfortable gets me closer to killing Itachi, than so be it'_ Satsuki thought with a nod as she watched Kabuto pull out a large, very detailed, map of the Land of Water.

"And the Yang River will empty out towards the- I'm sorry Satsuki-san, am I boring you?" Kabuto said with a grin as he noticed the less than interested look on the young teen's face.

"This is a complete waste of my time" Satsuki hissed in annoyance "I came to Orochimaru to become stronger! How the hell is this going to help increase my power to face Itachi and kill him?!"

Kabuto stared at the young former Konoha nin for a moment and chuckled "Ah, Satsuki-san, given how skillful and strong you already are, I sometimes forget how young and inexperienced you really are in the grand scheme of things"

"What do you mean?" she asked with narrowed eyes.

"Simple..." Kabuto said as he folded his arms across his chest "What is your brother's primary elemental affinity?"

"Fire" Satsuki said without hesitation.

Practically all Uchiha had Fire as their primary affinity, though during her training under Kakashi during the month long break between the second and third stages of the Chūnin Exams, they discovered her's was Lightning. It was pretty useful against the likes of Gaara and his sand and she likes to think it'll give her a edge, slight as it might be, against her brother.

"And what is fire weak against?" Kabuto asked with a nod.

"Water" she growled out in annoyance "Again, what does this have to do with-"

"Say your primary affinity is water" Kabuto stated with a shrug, unbothered by the annoyance and anger that Satsuki was feeling towards him "Say you face your brother somewhere with lots of water sources to draw from to utilize powerful and advance water jutsus. Somewhere such as Mizu no Kuni?"

Satsuki prepared to open her mouth to again ask why that mattered before it clicked.

_'I wouldn't have to waste as much chakra and with such an abundant supply of water around and I'll be able to utilize a wider variety of jutsus and even combine those with something like Chidori. And since Itachi's primary affinity is fire, he'll be forced to rely on his other, likely less developed and powerful affinities to combat it'_ Satsuki thought with a look of realization starting to grow in her eyes '_And the same could be said if I had an earth affinity and faced him somewhere with large open land, preferably a rocky terrain. Lightning or wind, somewhere high or exposed' _

"Starting to see why we're teaching you these lessons?" Kabuto said with a faint grin "Sometimes winning a battle isn't based off how strong you are, it's where you choose to have said battle. One of the most important rules in combat is this Satsuki-san, never challenge an opponent where they'll have the terrain advantage over you. Say your primary affinity is earth and you find yourself facing against another shinobi whose skill equals your own in the middle of either a lake or even the ocean and their affinity is water... even with your Sharingan and Orochimaru-sama's seal, you wont last for long I'm afraid. Sure you could copy and mimic his jutsus, but unless your affinity is the same, or you've developed one to a certain degree, you'll find your attempts to match his own jutsu difficult or even impossible. And waste chakra trying to do so, which in turn will weaken you faster"

"So, picking where I have my battle with Itachi could decide if I'll win or not?" Satsuki said with a raised brow.

"It may very well" Kabuto said with a nod.

"I suppose that makes sense" she said with a sigh and rubbed her temples with her fingers _'I can't believe I never realized that' _

Looking back on it, it made sense. Powerful as her former sensei Kakashi was, against someone of Zabuza's level, whose primary affinity is water, and chose to have their battle in a water heavy environment, he was able to easily match the famed Copy nin for quite some time. Hell, if she tried to challenge the likes of Gaara in the middle for a desert, she'd be so easily beaten it wouldn't even be considered a joke of a fight.

_'And Haku was able to use the water in the air for his ice release jutsu'_ Satsuki thought with a frown as her memory traveled back to her first 'real opponent'.

"Satsuki-san, may I be honest with you?" Kabuto asked.

"Might as well" she responded with a sigh.

"There's a good chance that even with mine and Orochimaru-sama's help, you still may not be strong enough to defeat your brother in a straight up fight" Kabuto said, causing Satsuki to frown "It may come down to fighting smarter than him. A challenge to be sure given he has years more experience than you backing him up"

The memory of Satsuki's recent encounter with Itachi flooded through her mind. Looming back at it now, with no anger or loathing to completely cloud her view of it, she had no chance to begin with. The man was a S-ranked Shinobi that's likely been fighting off bounty hunters, ANBU and even other rouge nin for years before they met one another again. While she had been a Genin for less than six months and only had a handful of jutsus, most of them below C-rank, in her arsenal. Even her two tome Sharingan was considered highly common among Uchiha at it's peak where's Itachi had a full developed Sharingan along with the near mythical Mangekyō Sharingan that gave him access to abilities that could be considered inhuman.

_'Hell, he practically steam rolled Kakashi, Asuma and Kurenai before Gai ever got there and likely would've killed them. What was I thinking in trying to take him on like that?'_ Satsuki thought with a frown before he refocused her gaze on Kabuto.

He hadn't said anything as she retreated into her mind to digest what she's been told and what she already knew.

Finally she sighed "So I guess it's book smarts for the time being?"

"Only for a little while" Kabuto said with a sympathetic smile "However, if you wish to advance and improve your current abilities, I believe I can help with that"

"How, with a spar?" Satsuki asked with a eye roll.

"Exactly, though not with me I'm afraid" Kabuto said as he turned towards the door and gestured for Satsuki to follow him "I have someone that could be perfect for you"

"Who?" she asked with a frown.

Aside from herself, Kabuto and Orochimaru, there was only a handful of people at this base. And from what she's seen of most of them, Sakura could beat them on her own... asleep!

"His name is Pītā Pāka" Kabuto said as they left the room that was being used as an improvised classroom for Satsuki "We found him a few years ago along the boarders of Tsuchi no Kuni"

"Fascinating" Satsuki said in a tone that said it was anything but that.

"I thought so too at first, but we quickly discovered that he held a remarkable spark of intelligence, something that greatly interested Orochimaru-sama" Kabuto said with a chuckle "And we soon discovered something even more interesting about him that proved to be quite useful"

"Really, what was that?" Satsuki asked as they headed deeper and deeper into the base.

She also noticed that the lighting was beginning to dim and the air grew colder with each hall they passed. It was obvious they were traveling deeper and deeper underground, but how far was unknown.

"You remember one of the members of the Sound Four, yes?" Kabuto asked, stopping and slowly turning back towards her with a grin "The one they called Kidōmaru"

Satsuki made a face at the name "The one with the extra arms?"

"Yes, him" Kabuto said with his grin growing bigger and bigger, confusing Satsuki "You see, his abilities were largely based off the ones that Pītā demonstrated as he began to mature under our care and Orochimaru-sama sought to replicate those powers on a larger scale, though with mixed results"

"So this Pītā has several extra arms and seems to think he's some sort of spider?" Satsuki said with a scoff.

"I only have two arms"

Satsuki's eyes widened at the sound of someone behind her and quickly turned to see a boy just a little over a year older than her hanging upside down from the ceiling on a singular web line. Kabuto chuckled at Satsuki's response to Pītā's sudden appearance even though he sensed the boy following them for quite some time. Satsuki's eyes soon narrowed as she took a threatening step towards the newcomer. It was a bit of a challenge for her given he was dressed in an all black bodysuit of some kind with a black face mask covering his face from the nose down.

"So your Pītā?" she asked.

"Who wants to know?" the teen responded with amusement as he just hung there, looking down at her like she was something interesting to stumble into his web.

"I'm Uchiha Satsuki" she revealed and waited for the teen to do the same.

"Cool" Pītā responded with a shrug that looked a bit odd considering he was still upside down.

Satsuki's brow twitched at the casual tone he responded in. Had he been closer to her level, she'd be lying in saying she wouldn't have taken a swing at him.

"Now, now Pītā-san, I do believe that we taught you better manners than that" Kabuto playfully chided the teen.

Pītā sighed dramatically at this before he pointed to himself "Pāka Pītā…"

"I wish I could say it's a pleasure, but I'd be lying" Satsuki responded before she turned towards Kabuto "You think he'd be able to help?"

"I believe so" Kabuto nodded.

"Help her with what?" Pītā asked with his brow furrowing.

"I fail to see that, he looks even weaker than my former teammate, Sakura" Satsuki scoffed.

"Looks can be deceiving" Kabuto said in a knowing tone "Especially with him. Don't let his childish antics and personality fool you or you'll end up regretting it"

"Uh hello, I know you two can hear me" Pītā waved in attempt to get their attention back on him.

"Besides, I will be unable to always help you with your training as I have duties to Orochimaru-sama that will sometimes have me away from whatever base we're at for some time and Orochimaru-sama can't always take the time to teach you anything. Ergo, Pītā-san here" Kabuto gestured towards the younger teen, still not looking at him, much to said teen's annoyance.

"Hey, what do you mean by that?" Pītā asked as he released his web line and fell to the ground before turning his body so he landed on his feet "Kabuto!"

"Yes?" the silver haired teen turned towards Pītā with amusement while Satsuki still looked unconvinced.

"Why am I having to help train her?" Pītā pointed towards the girl with a frown "Why not someone else like... like Guren? Or, or uh... um... Jūgo?"

"You can see our problem now, can't you?" Kabuto said with a chuckle "It wont be often if that's what your worried about. She just simply needs someone to spar with on occasion, to help gauge her growth. Orochimaru-sama and I will handle any real training she needs"

"So I'm just a punching bag for her?" Pītā said in annoyance "Seriously?"

"Fitting far as I'm concerned" Satsuki said as she folded her arms across her chest and gave the boy before her the most unimpressed look she's ever used.

Pītā's head snapped towards Satsuki and a glare formed on his face as he pointed at the girl "Oi, no talkie from you!"

Satsuki's response was to simply activate her Sharingan and glare at Pītā while her chakra flared slightly. Pītā didn't even so much as flinch while Kabuto sighed and pinched the ridge of his nose. He was beginning to wonder if this was such a good idea now that the two had met and were speaking with one another. Satsuki was... a difficult person, too sure of herself, too over confident in her impressive yet limited abilities where's Pītā… well the boy had a knack for pissing just about everyone off aside from Orochimaru who seemed to over look the boy's attitude in favor of his intelligence and guren since she seemed to adore the talkative little brat almost like a mother would.

_'Honestly, if he was so gifted I swear he'd have been thrown into a cell with __Jūgo whenever he looses control of himself and goes on a rampage'_ Kabuto thought as the two young teens before him continued to glare at one another before he loudly cleared his throat, causing Satsuki to shut off her Sharingan while Pītā turned towards him with a frown.

Pītā stared at the older boy for a moment before he sighed and looked down at the floor with a dejected expression "Do I really have to help her?"

"Orochimaru-sama's orders" Kabuto smirked at the younger boy "And he told me should you refuse, I was to bring you before him to explain yourself. But don't look so glum about it, it isn't like you've annoyed or angered him recently and now he'll have a perfect excuse to properly reprimand you"

Pītā scowled at the older teen for a moment before he sighed again, his shoulders slumped even lower than before and his demeanor less excited that it was previously if that was possible "Fine... I'll help her with her training"

"Please, you'll be as useful as a paper clip is in holding up a bridge" Satsuki said with a scowl of annoyance.

"Oi, I can teach you to pay attention to my hands and not my face while I web your feet to the ground" he simply replied, causing Satsuki to frown before she looked down at her feet as she suddenly felt something begin to tighten around her ankles.

"How the-" her eyes widened at the sight of her feet, up to her ankles, covered in a thin but strong coat of webbing.

"And now for my favorite part" Pītā said as he walked over and pushed Satsuki back.

The young Uchiha let out a yelp of surprise as she fell backwards before catching herself and spring boarding back up. Her landing was a bit awkward given her feet were covered in webbing but it didn't stop her from flashing through several hand signs while her Sharingan blazed in the dim hall.

_'Katon: Gōkakyū no Jutsu!' _

_"Uh-oh" _Pītā said with wide eyes as he leaped back from a massive fireball shooting out from Satsuki's mouth and towards him.

Kabuto had taken this time to step back into a adjacent hall and watched the conflict with a grin, curious to see how things would play out. He'll step in if it escalates too far, but for now he was content to observe how the young Uchiha measured up against Orochimaru-sama's most promising subordinate.

_'Hopefully he doesn't get killed...'_ Kabuto thought, his grin dropping for a moment _'Guren would be furious' _

And if she found out that Kabuto, someone she immensely disliked for reasons unknown to him, it may all the excuse she needed to kill him. It's been part of the reason he's held off from trying to perform any seriously overt experiments on the boy, that and Orochimaru's orders of course. It was a shame in Kabuto's opinion, the boy's chakra was rather remarkable in his opinion. It was different from most others, being comparable more to the likes of Natural Energy than anything else.

As Kabuto slipped away to a safe distance for observation, Pītā struggled to dodge the large fireball coming toward shim in such a confined space. He didn't have many defensive jutsus, in fact he had little offensive ones as well given his reluctance to enter any sort of combat scenario. He was content to avoid fighting if possible, not because he was afraid of death or found no one worth fighting in his eyes... he just rather not have to if he could.

_'Why do I get the feeling she's not gonna give me a choice in the matter?_' Pītā thought as he summersaulted back for several meters and saw he landed next to a room.

He quickly kicked the door in and took cover just as the fireball soared passed him. He didn't dare risk seeing if Satsuki was still there, he'd rather not have his face burned off thank you very much. He glanced around the room to see that it was filled with shelving units and old drawers for storage. He could hear and sense Satsuki approaching and quickly made his way deeper into the room, using the shadows and cases to hide his presence.

Satsuki entered the room not even a second later, her Sharingan activated and her three tomes eyes searching the room for signs of Pītā.

"Where are you...?" she said, more to herself than to Pītā as her gaze lingered on the shadows, searching for signs of her opponent.

"I think I'm down the hall" Pītā's voice, muffled, came from somewhere deeper in the room.

Satsuki's brow twitched at this as she prepared to use another fire jutsus before something white and sticky shout out from the shadows and hit her in the chest. Her eyes widened slightly before she was yanked off her feet and sent flying towards a shelving case. Satsuki's eyes narrowed as she twisted her body so her feet hit the shelf and used her momentum to knock it down. She heard a startled yelp from Pītā and just noticed him fly out from underneath the collapsing shelving unit.

"Did not think that through" she heard him say as he made to find a new hiding place before her hands flashed through several hand signs again.

'Katon: Gōkakyū no Jutsu!'

Pītā sensed danger behind him and turned to see a smaller but no less powerful fireball flying towards him. He had little room to maneuver so he simply landed on his feet, planted himself as firmly as possible and braces himself for the impact. Satsuki watched, her Sharingan blaring as her jutsu collided with Pītā and seemingly engulf him in fire. Her eyes narrowed as she stood there and waited as the flames quickly died down around the boy to reveal that he was largely unharmed, though his clothes looked a bit singed and melted in certain places. What really caught her attention however was his exposed skin, it looked... armored.

Not like metal, but rather it turned into some sort of exoskeletal shell of some kind.

_'Some sort of jutsu connected to his... abilities?_' Satsuki thought as Pītā let out a sigh of relief and pat some of the lingering flames on his person out.

"Man, that was unpleasantly hot. It was like standing in a really hot sauna but dryer" Pītā said.

"Or like a desert?" Satsuki asked in a deadpanned expression.

"...Maybe" Pītā said with a cough before he suddenly raised his arm and shot a net of webbing towards the Uchiha.

She sidestepped it easily enough, what she didn't expect was for the net to suddenly explode in a shower of webbing. Satsuki's eyes widened as her Sharingan saw powerful electrical currents running through the webbing. She did her best to back away but several more nets of webbing were fired by Pītā which also exploded, cutting off her escape. With no other choice, Satsuki braced herself as the electrical webs covered her body. Pītā watched as the girl was quickly covered, her screams of pain cut off as her face was covered and she fell to the ground, the webbing around her spasming body quickly forming a cocoon.

"Heh, expanded webbing, gets them every time" Pītā boasted as he approached Satsuki's restrained form and quirked a head at it.

The voltage he was shocking her with wasn't fatal, but it was bound to leave a few panful electrical burns for a while. Safe to say he found himself disappointed with how quickly she went do-

"The hell?" Pītā said as he saw more and more arcs of electricity dancing across the cocoon before suddenly Satsuki's arm shot out, her hand covered in lightning that emanated a high pitched sound that sounded like a flock of hundreds if not thousands of birds.

Pītā stared with wide eyes as Satsuki slowly cut her way out of the cocoon before she was standing before him, her clothes slightly burnt and her hand still coated with lightning. Her Sharingan looked even more intimidating as the blue white light from her jutsu reflected in them, making them even more eerie in appearance. Before he could move, she was in front of him with her hand pulled back, ready to send her jutsu through his chest. With reflexes that would floor even the Yondaime Raikage and Hokage Pītā deflected Satsuki's jutsu at the last possible minute into a bookcase he was standing next to while his other hand seized her by the throat. Satsuki glared at Pītā for a moment before she gave him a dark smirk that caused his brow to furrow in confusion before suddenly everything went dark.

Satsuki let out a gasp as Pītā released her neck and slumped tot he floor as her Genjutsu took affect. She winced at the pain she felt in her arm as she canceled her Chidori and held a hand up to run her now sore throat, she had no doubt with how hard he grabbed her, they'd be bruises starting to form.

"I stand... corrected" she said as she looked down at the teen with a slightly more appraising look "Perhaps you aren't as worthless after wall-"

Satsuki stared at Pītā with wide eyes as she began to seemingly melt into some sort of white sticky fluid until all that was before her was a waist high mound of what looked like some kind of webbing.

"Clone?" she said with shock before she turned just in time to dodge a punch that was aimed for her head.

Pītā's fist made contact with the air as Satsuki stepped back and flashed through another set of hand seals before she was forced to cancel her jutsu and dodge as Pītā reached over to seize the bookcase her Chidori was deflected into and threw it towards her with a grunt. The young Uchiha fell into a splits and leaned down as the bookcase flew over her head, the edge just brushing the tips of her hair before she shot back up and sent several punches towards Pītā, forcing him to block as she brought a leg up to send into the side of his head. Pītā grabbed her at the ankle and made to slam her into the ground before she turned her body so that she could sent a elbow towards his forehead, which too was blocked by his other arm.

_'Gothcha'_ Satsuki thought as she channeled Raiton chakra into her hand and slammed it down on to Pītā's arm.

"GAAAHHHH!" he shouted as Satsuki electrocuted him like he did earlier, though with a much higher voltage.

With a growl, Pītā turned and slammed Satsuki into the ground, knocking the wind out of her and allowing him to stumble back and fall to his knees. The arm that Satsuki shocked felt numb and hung loosely at Pītā's side. He groaned as he felt the numbness spreading to his shoulder a little before it stopped and he looked towards the Uchiha as she turned to her side and glared at him.

"This, this is gonna be a common thing, isn't it?" Pītā said as he and Satsuki laid there, staring at one another.

"So it seems... until I kill you" Satsuki threatened towards the end.

Pītā couldn't help but snort "I'm shaking in my sandals Uchiha"

"You will be shaking when I run a Chidori through you" Satsuki growled darkly.

"Well since your affinity seems to be lightning, I wouldn't be surprised that a electrical current running through me will cause my body to seize up and shake" Pītā said in a sarcastic tone as he poked his still numb arm "You can say it'll be quite the... shocker"

"Fuck you!"

...

* * *

And done.

Next chapter, Satsuki is forced to seek out a sparring partner to test her newest jutsus and it seems only Pītā is available... poor bastard.


	2. Chapter 2

answers to reviewers questions and statements:

**Gamma ray**: I already have a Game of Thrones crossover.

**Guest**: Yes, we'll be seeing a bit of Pītā's intelligence this chapter and why Orochimaru has an interest in him, aside from his unnatural powers.

**bobwhy**: Well you kinda answered your onw question as to why it seemed that Pītā and Satsuki's fight seemed a bit even. Orochimaru hasn't made it a secret he wants an Uchiha body so he could take over it and get the Sharingan. Since Pītā has been with the Sannin for so long, he's aware of this and knows that if he in any shape or form accidently kills or cripples her beyond his use... it ain't gonna end well for him. So he to a degree is holding back out of fear of any severe repercussions. That doesn't mean every fight they have will be like that but for the time being he'll be holding himself back. Plus, Pītā's mainstream counterpart has never been one to use every ounce of strength he has against another person unless they gave him no other choice or he knows they can take it. And it's like you said earlier, Pītā isn't a fan of fighting so he'll try to avoid it if possible. Sakura saw Satsuki in a light similar to how Tenten saw Tsunade, this awesome inspiring person she wanted to be like. As for Naruto and other males fanboying over Satsuki, not really. They noticed she was cute but her less than friendly personality was enough to turn them off from the idea of any possible romantic interest.

Disclaimer: I don't own any Marvel or Naruto character seen, mentioned or used.

* * *

To say that Satsuki was annoyed would be an understatement.

She was downright pissed as she laid on her bed, glaring at the ceiling with sheer murder on her young face. The room was thick with a dark Killing Intent she was radiating like a sun radiates light while her chakra seemed darker than ever. Occasionally, Satsuki's felt her Curse mark stir before doing her best to rein in her emotions.

The reason for the young Uchiha's negative mood stemmed from a brief but bitter argument she had with Orochiamru and Kabuto not even a hour ago. They were supposed to test her skills and abilities to see how far she'd come over the past few days before the snake Sannin had received word from a distant base of his located some six days away from their current location and was thus forced to place her training on hold as he left to investigate. Normally Satsuki wouldn't have cared too much given she could than go to Kabuto before the four eyed bastard told her that he'll be leaving for another base to check up on a few experiments that he and Orochimaru were running there. He promised to be back soon but Satsuki looked at a map to see where the base was located, or at least a general area. It was over a week and half just one way, and that was if Kabuto were to travel at top speed with little breaks, which she knew he wouldn't do.

All in all, she was going to be without a teacher or worthy sparring partner for close to two weeks at best.

_'I might as well have stayed in fucking Konoha for all the good this is doing me!'_ Satsuki thought with a growl as she brushed a few strands of hair out of her face and settled into her mattress.

Her room was almost unbearably hot most of the time, often feeling like someone lit several fire places and cranked the heater up to a hundred. But her current attire consisting of a pair of black shorts that reached her mid thigh and a black sleeveless qipao-style blouse with the symbol of the Uchiha clan on the back in bright red made the heat somewhat bearable for her. She'd prefer something a bit brighter to wear but it seemed that Orochimaru's men seemed to settle on black nd dark gray for their colors.

_'At least they haven't forced me to start wearing that ridiculous purple rope for a belt'_ Satsuki thought with a scoff.

While she may not have cared for her appearance like many of her former classmates did, Ino and Sakura in particular, her sense of style wasn't that blinded.

With another glance around her sparse room, she heaved out a sigh and swung her legs off the edge of the bed until she felt her feet hit her sandals and quietly slipped them on before making her way to the door. If Orochimaru and Kabuto weren't going to train her today and likely for the next month, she might as well find something productive to do with her time. She considered having some of the elder Shinobi here spar against her to test out several new jutsus she's learned along with another she's been working on as of late before she remembered just how weak some of them really were. The only on in the base that could pose any sort of challenge for her, aside from Kabuto, was-

_'__Pītā'_ Satsuki thought with a scowl of annoyance.

Since their 'fight' a week ago, the young Uchiha has been doing her best to avoid the boy. She was still angry that he, some random henchmen to Orochimaru, had been able to match her in any sort of confrontation. Than there was him somehow tricking her into placing a Genjutsu on a 'web clone', it made her feel like an idiot for not telling right away that it wasn't the annoying little chatterbox.

_'On second thought...'_ Satsuki realized with a dark grin as she emerged into the hall that her room was and made a quick turn towards the stairs that would lead her down to the more remote and sparsely occupied areas of the base '_He'll make a excellent test subject for my jutsus' _

The fact she'll deprive a sense of amusement from the pain she'll inflict on him was just a bonus in her opinion.

As she made her way through the halls, she barely noticed several Oto nin quickly step out of her way, their fear evident in their eyes. She wasn't sure why that was, aside from beat a few that got a little too handsy with a Oto Kunoichi a few days ago, she's largely ignored them since coming to Orochimaru. Perhaps they sensed the power she had, and that it was growing as the days passed, maybe they recognized their betters or maybe they were just lowly cowards and idiots that Orochimaru had charmed into working for him with the promise of power and wealth.

Satsuki believed it was mostly the last one.

_'I guess Orochiamru lost all of his good Shinobi when he attacked the village_' Satsuki thought as her mind drifted back to the Chūnin exams, where everything seemed to start going wrong.

Her former teammate, Naruto, perhaps the dumbest, most idiotic, tactless person that's walked the continent in the last three hundred years had been able to take on someone with a damn bijū! Granted she later discovered that Naruto himself had one as well when they fought at the Valley of the End but that was besides the point. Up until than, the only thing of worth that Naruto had going for him was that he had a lot of chakra for someone his age and was stubborn to a fault. Realizing that her mind was beginning to head for another rant on Naruto's very existence and contradictions, she shook her head and refocused her attention on her current goal.

Find Pītā so she could beat the insufferable teen into the ground and remind him of his place, beneath her, withering and moaning-

_'Oh Kami that doesn't sound right!'_ Satsuki thought with wide eyes and rubbed her temples as a faint blush grew on her face_ 'I just described a passage from those damn books Kakashi loves to read!'_

To think that she wasted an entire day reading those damn things.

After turning down several more halls and passing large rooms and chambers that were stockpiled with weapons, food, medical supplies and other meaningless items, Satsuki arrived at the stair case that would take down to the levels that her target inhabited when he wasn't summoned by Orochimaru. How anyone could feel comfortable several hundred feet below ground was beyond Satsuki's understanding, she'd go mad from being away from the sun too long. As Satsuki made her way farther and deeper into the lower levels, she noticed the air growing colder, causing her to shiver a little, somewhat regretting her choice to come down here in her current attire.

_'Where are you...'_ Satsuki thought as she reached out with her senses to see if she could sense Pītā's chakra anywhere nearby.

She was no sensor nin, at least not like Kabuto or Orochimaru were, but even with her base skill she felt a faint flicker up ahead, far too much to be one of the random henchmen that seemed to occupy this hideout but not as much as Kabuto's.

_'There you are'_ she thought with a determined expression.

She increased her pace and soon found herself before a door with two dimly lit lamps on each side, casting an eerie glow throughout the hall. With a deep inhale, to steady her nerves against the insufferable boy's personality, she knocked on the door and watched as it swung open with a faint 'squeak'. Satsuki's brow furrowed at the ease of which the door opened, and the fact it was unlocked.

_'Why would he leave his door unlocked?'_ she thought with confusion before she looked around the hall to see aside from a few spider webs and some dust beginning to collect along the walls and rafters, it was deserted_ 'I suppose with how rare it is for people to come down this way, he's stopped bothering to...' _

Either that, or he was completely confident that no one would dare intrude.

Without another word, Satsuki stepped into Pītā's room... and almost tripped over something lying on he floor. Satsuki stumbled before catching herself and looked down to see some unrecognizable blurry shape on the floor. The Uchiha's brow quirked at this as she crouched down to better examine the odd thing. With as much effort as it took for her to breath, Satsuki activated her Sharingan to see if it could help her better see what this object was on the floor. She noticed faint lines of charka running through it, giving it the vague shape of a spider.

"What the hell are you?" she whispered as she poked at the highest concentration of chakra in the anomaly and watched as the blurry figure became more recognizable until she was looking at some sort of wooden spider like contraption.

It reminded her of a puppet though it was clearly handmade by someone that wasn't exactly a professional. It's surface also sported several seals, mostly on the legs and around what she assumed was the 'head' of the spider puppet. She wasn't as well versed in fūinjutsu as much as Orochimaru would have liked but she was knowledgeable enough to see that these seals seemed to have chakra stored in them and used said chakra to operate the limb it was placed on. She also noticed several smaller seals that connected the larger ones together, creating a sort of network that she figured was made to imitate a chakra network.

_'This is definitely more advanced than some run of the mill puppet. Even that Suna guy's, __Kankurō__, wasn't this advance'_ Satsuki thought with a contemplative look on her face _'To make a puppet that seems to operate almost independently without the need for chakra strings. This could revolutionize puppetry in the Shinobi world' _

She was starting to see why Orochimaru held some interest in Pītā, the boy was intellectually gifted if he made this on his own. Satsuki's brow furrowed as she leaned towards the puppet and raised a hand to poke it when she suddenly sensed a presence behind her.

"Can I help you?"

Satsuki didn't respond, she still continued to examine the puppet for another several seconds before she slowly stood upright and turned towards Pītā with a blank face.

"Just looking around" she said.

Pītā scowled at her as he stepped passed her and reached for the puppet that Satsuki almost tripped over earlier and picked it up with relative ease "Well, you had your look around, now get out"

"I require someone to test my jutsus against" Satsuki said, her eyes narrowing at Pītā as he put his spider puppet on a table before he proceeded to place a few other things back where they were before her arrival "Since you and I are currently the only ones present here, that leaves only you"

"Correction, there's a bunch of dummies you can practice on" Pītā said as he grabbed a box that Satsuki noticed was filled to the brim with scrolls and text books that looked to almost be as large as her torso.

The Uchiha watched as Pītā carried the box, which she saw easily weighed as much as her, with one hand and dropped them down next to several other crates that were equally filled with various scrolls and books. And some of those crates seemed to be big enough to fit a small person inside.

"Dummies aren't useful" Satsuki said, her face morphing into a annoyed glare.

"Your right, they can't run away sadly or say no to being used as dummies" Pītā said with a sigh and shake of his head "Such is the life of inanimate objects eh?"

"They also don't fight back, challenge you, force you to alter the way you would perform a jutsu and apply it to situations that were not for it's original intent" Satsuki stated.

Pītā turned back towards her with a glare of annoyance "Than make some clones, I'm sure you've been taught that jutsu at some point since coming here. I got better things to do than spar with you. Unlike some of us, I don't have the luxury of wasting our time 'training' our days away. Some of us have actual responsibilities around here"

Satsuki scoffed at this "Like what? Making glorified dolls that you can control without the need for chakra strings?"

"Among other things" Pītā said with a scowl before he made a shooing motion with his hand "Now get out before I decide to throw you out myself Uchiha"

Satsuki's glare darkened "I'd like to see you try, Pāka"

The two stared at one another for a moment, seeing which one would strike first before Pītā sighed and turned his attention back to his things and began to organize them in a manner he understood. Satsuki stood there, waiting for the move that would never come before she realized that Pītā had no intention of sparring with her. He seemed content to just ignore her until she got fed up and left.

_'Well... this just wont do_' Satsuki thought as she looked around the room for something to use to trigger Pītā into responding to her demands when she saw a small notebook lying on a nearby table.

Her eyes narrowed in interest and after sparing another glance back at Pītā, she began to silently make her way over to the table. Pītā heard Satsuki's footfalls begin to depart and almost let out a sigh of relief as he continued to focus on his organization. He's been meaning to do it for a while now but his attempts had thwarted by Orochimaru's needs for his intelligence in several ongoing experiments, and the fact they keep moving from base to base every five weeks.

"You love dissection, don't you?" Satsuki spoke up from somewhere behind Pītā and off to his right.

Pītā's brow furrowed at this before he turned back to ask what she meant by that before freezing as he saw her holding a small notebook... his notebook.

Satsuki was flipping through the pages with a bored look on her face, her Sharingan activated and allowing her to copy what was written on each page. She noticed Pītā's expression and smirked as she slowly closed the notebook and slid it into her pocket.

"Give. That. Back" Pītā said with wide eyes.

"Or what?" Satsuki said with a perfectly shaped brow rising.

"Now, Uchiha!" Pītā demanded, standing up with his fists balled.

Satsuki's amusement grew as the room was filled with his Killing Intent, her excitement grew as she also sensed his chakra begin to flare in warning. With a echoing laugh, the young Uchiha girl was suddenly at the door to Pītā's room with a grin as she held up his book, tempting him, before she darted put the door. Not even half a second later Pītā was through the door, following her with a angered shout for her to stop and give him the notebook back. Satsuki paid the teen no mind as she withdrew it from her pocket and opened it back up to where she was and resumed scanning it's contents with her Sharingan, memorizing the words, diagrams and notes that Pītā has dotted down since acquiring it. She couldn't begin to make heads or tails of what was written, but she recognized various chakra and jutsu theories that he's written down before he proceeded to break them down farther than she's ever seen done at the academy and since coming under Orochimaru's tutelage.

"Dammit Uchiha, give that back before I break your damn arms in half!" Pītā shouted as he shot several web lines towards the dark haired girl only to frown as Satsuki jumped into the air, turned, and threw several chakra imbued Kunai at the lines, shredding them, before she landed in a backwards roll and used the momentum to rise back to her feet and resume her brake neck pace.

She could hear him gaining on her, closing the distance between them with ease. At this rate, he'll catch her before she got him to the hall she wanted to test herself against him in. Without slowing, Satsuki sped through several hand signs shot out a stream of fire at the ground as she jumped into the air and over the flames. Pītā was forced to stop as a wall of fire rose up in front of him, causing him to step back as the intensity of the heat and the sudden bright light in such dimly lit areas nearly overwhelmed him.

_'Note to self, start wearing glasses or goggles to help protect eyes from sudden increase in brightness'_ Pītā thought as he pulled his mask down and took a deep inhale before spewing out a thick stream of web fluid that quickly smothered the flames.

...

_'That should slow him down long enough_' Satsuki thought as she sped through the halls with a grin on her face, Pītā's notebook clutched tightly in her hand.

She was getting close to the room she wanted to use, now all she had to do was hope that Pītā would be able to find her. Though given his reaction of her taking his book, she was willing to wager he'll tear the entire base down to find her.

_'Let's see if his motivation for fighting is as strong as his motivation to retrieve his stupid little notebook_' Sasuki thought as she arrived at the training hall she wanted to use.

It was one of the largest in the base, easily the same size as the arena that she and the other Genin fought in during the later portion of the second stage of the Chūnin exams. Seeing that her soon to be sparring partner had yet to arrive, she made her way to the far end of the room and began to flip through the pages with her Sharingan activated, taking in every detail of every page in it.

When she was halfway through, she sensed Pītā's chakra signature closing in, she could also feel light tremors in the ground, indicating that the boy was using his inhuman strength to reach her, possibly by tearing through walls or ripping doors down to check rooms for her. Most people might be a bit intimidated by facing such an opponent on their own but Satsuki wasn't the least bit fazed. She didn't know too much about the boy but she knew one thing for certain, that despite the teen's admittedly impressive power and skill, he wasn't much of an aggressor. His actions during their first 'fight', now that she thought about it, were largely evasive and defensive, only resorting to striking back when he was practically cornered. It was an interesting tactic, having an enemy either exhaust themselves trying to hit you or eventually got the message you weren't interested in fighting and hope you'll leave them alone. It was a style she remembered Shikamaru employing when he could, though that was more of him being lazy and wanting to sleep more than anything else.

As the youngest living Uchiha alive stood there, flipping through the pages with her Sharingan copying down the information, she realized that she may have a way to goad Pītā into accepting her challenge. Before she could give the thought any more consideration, Pītā emerged from the hall and slid to a stop at the door way, his grip on the door frame crushing the wood to splinters as Killing Intent radiating off him.

"Give it back" Pītā growled at Satsuki as she just finished memorizing the last page before holding the book up in her hand.

"You mean this?" she asked, causing Pītā to nod.

This in turn caused Satsuki's grin to darken as she channeled a large amount of Katon chakra into her hand, igniting the notebook like a match.

Pītā's eyes widened in horror as he watched Satsuki drop his notebook on to the ground, it's cover and pages burning to ash. Years of painstaking study and research had gone into those pages, hours upon hours of recording and revelations he's made over the years. And now it was being burnt away in a fraction of that time but some girl who thought that her last name meant she was the greatest thing on Earth since sliced bread. As Pītā watched his notebook burn, Satsuki took several steps back, her Sharingan tracking every movement from Pītā. His muscles had gone slack at the sight of his notebook burning but they were slowly beginning to tense, indicating he was about to move, fast. She also saw his chakra was flaring in a way to show he was extremely agitated by her actions.

_'Let's see how he acts when he's angry'_ Satsuki thought with a hidden smirk as she waited for Pītā to make his first move.

For the first few seconds, Pītā stood there, his eyes focused on the charred remains of his notebook. Than slowly his gaze turned up towards Satsuki's and the young Uchiha almost smirked at the dark snarl on his face. She saw him raise a finger to his palm and press down on it before they both tightened into fists before he let out a yell and slammed his hands into the ground, sending a powerful tremor throughout the room. Satsuki stumbled for a second before seeing Pītā ripped a chunk of stone from the ground and threw it towards her with a yell.

Satsuki gracefully jumped over it, landing in a kneeling position and saw Pītā rushing towards her at speeds that her Sharingan at it's current level could barely track.

'That's more like it' she thought with dark amusement as her hands flashed through several hand signs and she brought a hand up to her lips.

_'Katon: Gōryūka no Jutsu!'_

A large fireball shot out from Satsuki's mouth and flew towards Pītā at blurring speeds, causing the boy to tense.

_'Hot, hot, hot!'_ Pītā thought as he jumped out of the way and shot a web line from his hand and pulled him towards the ceiling.

Satsuki's eyes followed his form and launched several smaller but no less powerful fireballs at him as he landed on the ceiling and quickly crawled across it like a spider. Each fireball came within inches of hitting Pītā but he seemed to remain a step ahead of each one, almost like he knew where they were coming from and where they were gonna hit before Satsuki even launched the jutsu.

_'How's hw able to dodge my fireballs like that?'_ Satsuki thought with a frown as she fired off several more and watched as Pītā shot a web line out and used it to swing to a wall and began to quickly crawl across it too.

After several moments of evading Satsuki's barrage of fireballs, Pītā landed in a crouch and looked up to see Satsuki rushing towards him, Sharingan blazing in the dimly lit hall. He had no desire to be trapped in a Genjutsu by the Uchiha in a fist fight and quickly raced through several hand seals before slamming his hands on to the ground.

_'Doton: Doryūsō'_

Satsuki watched as spears made of earth began to erupt from the ground, traveling towards her. The Uchiha's eyes narrowed as she stopped midstride and sidestepped a spear that shot up from the ground and would have stabbed her through the chest ad she not moved at the last second. Pītā watched as Satsuki was pushed back despite the fact she seemed to dance around his earth spears, narrowly avoiding them as they appeared almost at random to hit her.

_'I really, really hate that Sharingan' _Pītā thought with an annoyed scowl as he saw that Satsuki was studying his jutsu's patterns and using that information to accurately guess where the next one will crop up.

Seeing that Satsuki may be too preoccupied dodging his spears to notice him, he kept one to keep feeding the jutsu his chakra while he used his other hand to place something on the ground by his feet.

'I'm getting nowhere with this' Satsuki thought as she jumped into the air and quickly sped through several hand signs before taking a deep breath and launching almost a dozen small fire balls that scattered midair.

_'Katon: Hōsenka no Jutsu!'_

Pītā's eyes practically bulged out of his sockets at the approaching volley of flaming orbs before he brought jumped back to place some distance between himself and the flying balls of fire and raced through several hand signs and slammed his hands on to the ground.

_'Doton: Tajū Doryūheki'_

Multiple walls of earth suddenly sprung up around Pītā just as Satsuki's jutsu closed in on him only to slam into the rocky surface of his jutsu. Satsuki watched as her flames batted away at Pītā's defense with a contemplative look on her face. So far he's been utilizing earth style against her though he's utilized it for defense more than anything else. She considered that he may only know defensive style jutsus before her eyes darted to where a few of his earth spears were still standing.

'_No, he has offensive style jutsus but he prefers to use them to keep people from getting to close if possible_' Satsuki thought as she returned her attention back to Pītā to see the last of her fireballs strike his defensive wall only to flicker out as the solid earth provided little fuel to keep the flames lit _'Don't know why he does that though, his physical strength alone is far above my own, probably above just about everyone here barring Orochimaru'_

So if that was the case, why was he avoiding a situation where he'd have the advantage?

_'Perhaps he's just lacking in taijutsu'_ Satsuki thought as she began to mold her chakra to create oil in her mouth while she brought up her index and middle finger and lighted a small flame on the tips before she spat the oil out in a stream, hitting the flame over her fingers and sending a stream of fire towards Pītā.

_'Katon: Endan'_

"She really likes fire..." Pītā said to himself as he felt a flicker at the base of his skull as the flaming jutsu closed in on him "Note to self, learn water style later"

_'Doton: Dosekiryū!' _Pītā thought as he punched the ground in front of him, causing a massive upheaval of dirt before it turned into a wave and came rushing towards Satsuki's jutsu.

The two collided in a explosion of flaming oil and burning earth.

Satsuki frowned at the stalemate between the two jutsu before cutting off her's and had her hands raced through several hand signs and began to gather chakra into her hand before changing it's nature into a static discharge. Pītā watched as Satsuki's hand was covered in lightning, almost like a blade and a high pitched sound echoed through the hall, almost like hundreds of birds were all chirping a once. The sound was murder on Pītā's sensitive hearing and forced him to raise a hand towards his ear and cover them both in a thin coating of webbing to somewhat muffle the sound of Satsuki's jutsu to more manageable levels.

Satsuki noticed this and smirked as she pulled her arm back and used her chakra to mold several senbon like shapes within her Chidori before she slashed it across the air, sending dozens of small senbon made of lightning chakra _"Chidori Senbon!"_

"Ah crap_" _Pītā said with wide eyes towards the approaching barrage of senbon.

Satsuki watched as Pītā did his best to dodge the incoming senbon but it seemed like luck was on her side as several of the lightning needles pierced Pītā's legs. The teen let out a pained yelp as electricity raced through his limbs and forced him to the ground, the nerves in his legs going numb. With slow, deliberate steps, Satsuki approached Pītā with her Chidori still activated, forming several more senbon and sending them towards the injured teen. Pītā did his best to roll out of the way but only ended up having several of Satsuki's senbon pierce his shoulders and arms.

Thankfully, none of them hit his head.

_'Well this is unexpected...'_ Pītā thought with a groan as he felt his body tense up from the static discharges being given off by the senbon.

It was than that Pītā noticed Satsuki had stopped in front of him and he was forced to look up at her blank face, her Sharingan staring down at him with cold mirth.

"It seems that I win"

Never before had Pītā been so happy that half his face was covered by his mask, it prevented Satsuki from seeing him smirk as he slowly formed a Ram sign and began to chuckle.

Satsuki frowned at this "What's so fu-"

Before she could finish her sentence, dozens of lines of webbing shot out from all around her; the floors, the walls and the ceiling. Satsuki turned to cut through the webbing that was coming towards her but the sheer amount was beyond her, even more so now that she was exhausted and her left leg may now be sporting a fracture or two. Within seconds her arms and legs were restrained and Satsuki winced at the stinging sensation of her hair being pulled in several directions from the numerous lines of webbing. As Satsuki found herself trapped, Pītā slowly climbed back to his feet shooting a web line to the ceiling to help pull him up and than proceeded to hand on to it like a life line as he turned his gaze towards the furious glare on the Uchiha's face.

"That's what so funny" Pītā said with a pain smile as he held up a hand for Satsuki to see.

On his palm was a intricate seal of some sort before his hand pointed to some of the places the webbing came from. Satsuki followed his hand and with her Sharingan saw the web lines emerging from numerous seals. Satsuki's brow furrowed as she didn't remember seeing them there bef-

_'When he was jumping all around'_ she realized with clarity as she now noticed that all of the seals these web lines were coming from were places that Pītā had crawled along on when he was dodging her attacks.

And the time she saw him fumble with his hand was before he launched his first attack at her.

_'He's been planning this all along'_ Satsuki thought with anger and annoyance _'He wanted me to waste my chakra trying to hit him so that when he did spring the trap, I'd be unable to properly defend myself or evade it in it's entirety' _

It was a clever plan... loath as she was to admit it.

She thought that because of his anger from destroying his notebook, he'd be easier to face. That because of his defensive nature, he'd refrain from going on the offensive until he literally had no other choice. Instead, he played her and left her in a humiliating position where he now held power over her. Satsuki silently snarled at this thought as Pītā leaned in close to her until their noses were almost touching, the tension in the air was so thick that not even a sword imbued with Wind chakra could cut through it.

"Never touch my things again... or you'll see just how unfriendly I can get" Pītā whispered darkly as he glared into Satsuki's eyes as her Sharingan flickered out and reverted back to her dark onyx colored eyes.

"I'm trembling in my sandals" Satsuki hissed out.

And with that, Pītā's fist flew up towards her face and after a brief sting of pain, Satsuki's world went dark.

...

* * *

And done.

Next chapter, Pītā is forced to go on a mission to investigate a Oto base that's gone silent while Satsuki is pushed to her limits under Orochiamru's teaching and methods...


	3. Chapter 3

answers to reviewers questions and statements:

**Kai**: It's possible she could do that.

**Antex-The Legendary Zoroark**: Pītā isn't exactly all about overcoming his limits and all that, he's more or less content with his lot in life at the moment. But he will be increasing in power as the story goes on. He wont reach the levels of Satsuki and Naruto but the power he will have, combined with his skills and a few nifty gadgets here and there will allow him to duke it out with them for a time and depending on the situations, win.

**Darkjoey**: I suppose I am with her character.

**Fox Boss**: I'm pretty sure he'd be a dead man after they were done with him XD.

Disclaimer: I don't own any Marvel or Naruto characters seen, mentioned or used.

* * *

It took the better part of three months after Satsuki came to Orochimaru when she finally got her wish.

To test herself against the Sannin and advance her training to the point that she too could than take on crazed jinchūriki all by herself as well. Granted she took on Naruto and beat him but that was expected. He was and always would be a idiot in her opinion, no a true challenge would be someone like Gaara.

"Your mind is wandering Satsuki-chan" Orochimaru's amused voice echoed through the room that she and the Sannin were using for their 'spar'.

Satsuki blinked at this before her eyes narrowed and she focused her gaze on her 'Sensei' as he stood a dozen meters away without so much as a scratch on him. She on the other hand was covered in in dark painful bruises, some of which were starting to bleed, while the pants to her right leg were ripped away at one point, exposing a toned leg that was covered in deep bloody scratches that made it look like some sort of twisted puzzle of flesh.

Everything she threw at Orochimaru was either dodged so easily that she actually berated herself for wasting the chakras for that jutsu or was countered in ways she never dream of. Earlier she sent several fireballs towards the man, each the side of a horse and he responded with a simple wind style jutsu that completely sucked out the oxygen within a localized area, snuffing the flames out before they even reached halfway between them. A Chidori was countered with a wall of mud thicker than molasses and her attempts to place the man under a Genjutsu had all but failed.

_'So, this is what it's like to face down a Sannin in battle'_ Satsuki thought as she rubbed some mud off her face _'To face someone in the same league as Itachi'_

Satsuki took a deep breath and did her best to calm her mind and think on her best avenues of approach against this man. Ninjutsu was out since Orochimaru has proven that nothing she has currently can tag him and his chakra control was too good for any Genjutsus she's placed on him to last long. Which left her with only one option that she was loath to use... taijutsu.

'_My Sharingan can read his movements to a degree but this is a man that's fount in two World Wars and the Hokage and survived. He's probably seen just about every trick there is at some point or another_' Satsuki thought with a frown as she reached for her kunai holster and felt she only had two left _'Only two... one for each hand. I suppose I could-'_

Suddenly an idea occurred to her and she weighed the risks before her eyes narrowed in determination. Orochimaru seemed to notice this and raised a brow in intrigue as he watched Satsuki charge towards him with a Kunai held in each hand with a reverse grip. His curiosity was further peeked when he noticed his student channel her lightning chakra into the blades, increasing the threat level they possessed.

_'Interesting... I wonder where she learned that skill'_ Orochimaru thought with a small smirk '_And for whom?'_

Something told him it wasn't Itachi that drove her to learn something like this. To channel her chakra's natural affinity into bladed weaponry to increase their cutting power and damage. It seems that the young girl was taking her previous losses to Pītā quite seriously and was already pushing herself to find new ways to counter the boy's abilities. It seems pitting her against the boy was starting to pay off.

Satsuki's eyes narrowed as she swung her first lightning enhanced Kunai towards the Sannin's head, causing him to step back, the very tips of his hair being singed by the lightning channeling through it. Seeing the Sannin begin to slowly retreat seemed to embolden Satsuki and she continued to press her attack, forcing Orochimaru to begin until Orochimaru side stepped one of Satsuki's jabs and grabbed her arm and looked at her with amusement. Instead of surprise, Satsuki merely grinned darkly as her Sharingan stared into his golden eyes. The Sannin frowned at this before suddenly the electrical energy channeling through Satsuki's Kunai traveled back to her hands and than throughout her entire body before being released in every direction.

_"Chidor Nagashi!"_

Orochimaru let out a pained yell as his body was enveloped by the sudden electrical discharge, causing his muscles to contract as electrical burns began to appear around hos body.

"Bet you weren't expecting this, were you Sensei?" Satsuki mocked with a smirk as she increased the intensity of the electrical discharge before she ripped her arm free of Orochimaru's grip and sent several punches to the man's chest before she followed up with a kick to his knee that forced him down to the other.

She prepared to send a punch to the side of the Sannin's head when Orochimaru's arm lashed out like a viper and struck her clear across the face, causing the young Uchiha to briefly see stars before a powerful gust of air sent to her chest knocked her back several meters. Kabuto stood there slacked jaw as he watched Satsuki go flying while Orochimaru took several deep breaths, parts of his attire were burnt and small wisps of smoke began to rise from him as he climbed back to his feet.

"A very interesting little trick of yours Satsuki-chan" Orochimaru chuckled "Very interesting. Had you been up to full strength when you hit me with that, I dare say I would've been in trouble, kukuku"

It looked very similar to the Raikage's Raiton no Yoroi though Satsuki's version seemed more suited for defense rather than increasing her speed, reaction time and strength a hundredfold. And anyone caught close enough risks being electrocuted by the electrical discharges, making fighting her in close quarters extremely risky.

_'It's been quite some time since I've been surprised like that'_ Orochimaru thought with a grin as he watched Satsuki climb back to her feet, nursing a new bruise on her face _'She may very well surpass Itachi one day... if she lives that long, that is' _

It almost made him want to reconsider making her his next body when his current one gave out, just to see how far she'd go... almost.

Satsuki steadied herself on her feet as she took in the damage her jutsus caused to Orochimaru and frowned. It wasn't nearly as much as she hoped, she put almost every last bit of chakra she had into it hoping it'd be enough. With a sigh she closed her eyes and slowly began to draw upon the power of her curse mark and felt the almost scorching hot feeling that the seal caused flow though her body and seemingly re-energize her. Wounds began to heal as black markings began to slowly spread out over Satsuki's body. Orochimaru grinned at the display as the young Uchiha sped through several hand seals and began to form her Chidori, holding the now violently crackling jutsu at the ready before aiming it towards the feared snake summoner.

For the second time in just as many minutes, Orochimaru was surprised to see the Chidori suddenly shoot out towards him like a spear.

_"Chidori Eisō!" _

The blade of electrical energy quickly shot across the ten feet between the two and nearly impaled Orochimaru had he not leaped back until the blade came to a stop after traveling another five meters. Satsuki cursed silently to herself at not only missing the infamous nuke nin, but showing she could only extend the blade up to twenty five feet away. She quickly shortened the length of her Chidori until it was only a meter long and held it up like a sword as she formed another Chidori in her other hand, though this one she kept unaltered as she charged towards Orochimaru.

_'It seems her shape manipulation lessons with Kabuto are paying off'_ Orochimaru thought with a grin as he stood there and watched Satsuki close in on him.

He kept a careful eye on both her Chidoris', unwilling to see if she could extend them in the midst of combat.

"Well done Satsuki-chan, you've been able to pull off something that even your brother would have difficulty doing at your age" Orochimaru said with a chuckle "I'm sure he'll be in for quite the surprise when you face one another"

"And it's all thanks to you 'Sensei!'" Satsuki yelled the last word as an insult as she charged towards Orochimaru as her curse mark began to cover more and more of her body until she entered the second level, turning her Chidoris' almost purple and black in color.

Orochimaru's eyes narrowed at this "Disrespectful little..."

Kabuto watched as Satsuki raced towards Orochimaru with a enraged yell, her the light of her Chidori shining brightly in her Sharingan before the jutsu suddenly cut off while the curse mark began to quickly recede. The Uchiha heiress let out a agonized scream as she lost her footing and fell to the floor, her previous momentum dragging her across the ground until she came to a halt at Orochimaru's feet. The Sannin barely acknowledged Satsuki as he continued to stare off into space while the young girl's body violently shook as her Curse mark seemed to send pulses of toxic chakra throughout her body.

"Do not think, Satsuki, that just because your in my favor that means I will tolerate such gross disrespect" Orochimaru said as he gazed down at Satsuki with barely restrained contempt "You are but a child my dear girl while I've seen nightmares in the flesh that would leave you frozen to the core in sheer terror. I have butchered entire platoons worth of shinobi your age without a second thought and carved open babes fresh from the womb in my pursuits for understanding the world and have never lost a second of rest over it. I am your master and you will treat me as such until the day comes when you finally surpass me"

The Sannin did crouched down until his face was just above Satsuki's, who glared up in a mixture of pain and anger "But until that day my dear, you will be more respectful... or you will find just how truly cruel I can be. Remember this you rude insufferable child"

And with that, Orochimaru stood back up and turned towards Kabuto before noticing Pītā coming up behind him. The sight of the younger lad caused the Sannin to grin and step over the withering form of Satsuki. He briefly considered ceasing the seal's 'disciplinary mechanism' before deciding that the girl needed to be humbled. He's sadly inflated her ego too much and now must reign it in before she dose something that could potentially lead to her demise... and his chances of acquiring the Sharingan.

"Ah Pītā-kun, so glad you made it" Orochimaru said to the young teen.

"When you call, I answer" Pītā replied as he casted a brief glance at Satsuki's shaking form, he could faintly hear the moans of pain emanating from her as she began to cough up blood and crimson tears began to leak from her eyes "Did I interrupt something?"

"Just reminding young Satsuki-chan of her place, that is all" Orochimaru said with a chuckle as he glanced back at the girl with a almost fond expression on his face " I remember the days when you used to be so... unruly"

Pītā swallowed nervously at this "I'm glad I outgrew that faze"

"As we all are Pītā-kun" Kabuto chuckled along with Orochimaru.

"Meet me in my study in half an hour" Orochimaru said as he walked pass Pītā and Kabuto "There's some things I wish to speak with you about"

"Yes Orochimaru-sama" Pītā said with a nod and a small bow towards the departing Sannin.

Kabuto spared one last glance at Satsuki's still prone form before he sighed and headed for the door to fetch someone to ready a bed in the medical ward for her. Pītā meanwhile turned his gaze back to the young girl and quirked his head to the side as he watched her slowly start to push herself up before a sudden spike of agony raced through her body and caused her to fall back to the ground. With a quick glance towards the door to see if Kabuto was still there, Pītā slowly approached the beaten Uchiha and stated down at her as she struggled to climb to her feet again. She'd just about made to to where she could sit up on her knees before she coughed out more blood and fell back to the ground, moaning in pain. A part of him couldn't help but pity the young girl, the Cursed Seal of Heaven wasn't particularly forgiving to it's hosts when it acted up like this. The best the Uchiha could do was power through it and hope for the best.

Or simply not piss of Orochimaru again.

"Pītā-kun?"

The teen flinched at the sound of Kabuto's voice before turning towards the direction he went "Coming Kabuto-senpai!"

With one final look at Satsuki, he sprinted after the older teen before he grew too annoyed.

...

"I was told you wished to speak with me in regards to a mission you've assigned me to" Pītā said as he stood before Orochimaru within the man's private study.

Despite being in it before, the young teen was still taken back by the sheer size of collection of books, scrolls and various other forms of sacred texts and manuscripts that the Sannin has collected over the decades spread about various large bookcases and shelves scattered throughout the two story room. Pītā has only read a few things, under strict observation by Orochimaru himself, and found some of them dated back almost six hundred years during the era of the Shōgun no Ryū warlords. And along the far wall was a massive, highly detailed map of the continent that showed the locations of the various Shinobi Nations, the ever warring city states ruled by the Kuge to the south and along the far eastern shores were the remnants of the Restless Empire, a vast kingdom that was all but destroyed by the demon Mōryō some two hundred years earlier barring a few minor cities. Along the edges of the map were small sections of other distant continents and islands that Pītā has ever only heard in passing.

A part of him hoped to visit them one day, and he hoped that they were better off then the lands he's grown up in.

Orochimaru nodded as he scribbled away on a scroll, what it was Pītā had no idea and though he was a tad bit curious, he wasn't curious enough to risk annoying the decades old Shinobi.

"Indeed I do Pītā-kun" Orochimaru said as he glanced at Pītā briefly before returning to his work "I haven't received word from the overseer of the outpost located within Yuki no Kuni for some time now. I wish for you to see why that is"

Pītā's eyes widened at this "Y-Your o-outpost in Yuki no Kuni?"

"Yes" Orochimaru said as he turned towards Pītā with a blank face as the teen stared back with shock and even fear.

The outpost in Yuki no Kuni housed some of Orochimaru's most dangerous experiments and the people that were kept there, along with the guards themselves, were some of the most violent and ruthless people throughout the Elemental Nations. The kind that were held within Hōzuki Castle near Kusagakure. Pītā had hoped he'd never have to go there, even Kabuto was hesitant to accompany Orochimaru to the remote facility and Guren has outright refused on a number of occasions.

"Is... is there a reason for me to go?" Pītā asked as he struggled to keep the fear out of his voice.

"Your the only one available that I can trust to see what's happened and if need be, restore order and if that can't be accomplished, scrub the base and all evidnce of it's existence" Orochimaru said.

"B-But I-" Pītā began for Orochimaru stopped in his writing and looked at him.

There was no glare, no scowl or some other look of disapproval. Not even annoyance, just a blank calm mask that made stone in comparison look lively. And yet, his golden reptile like eyes froze Pītā to his very core. Having those eyes baring down on him reminded Pītā just how very small he was compared to the man before him. How utterly outclassed he was in every conceivable way imaginable. Kabuto meanwhile stood off to the side with a slightly uneasy expression on his face, hoping that Pītā hadn't finally overstepped his bounds in regards to their master's orders.

No one said a word as they all stood there.

_'Oh crap, oh crap, oh crap, oh crap, oh crap, oh craaaaap!_' Pītā thought as sweat began to build on his brow as he struggled to look away from the cold, dead, stare of Orochiamru.

And just as suddenly as the tension filled the air, it left and Orochimaru finally blinked, seemingly releasing Pītā from whatever hold he had over him.

"I understand your reservations Pītā-kun, truly I do" Orochimaru said as he returned to writing in his scroll "However, this mission is too important to leave it to the likes of most of my subordinates. Yes there is dear Guren-chan, but I'm afraid she'll be busy with another project I have in the works currently. And with the Sound Five dead, I'm afraid your the only viable choice left to me"

Pītā's eyes flickered towards Kabuto's form for just a moment before he nodded sadly and sighed and gave the snake Sannin a bow "I will prepare to depart by this evening Orochimaru-sama…"

"You can depart in the morning" Orochimaru said with a faint chuckle "Give you a few extra hours of rest before you begin your journey so far north. The path to Yuki no Kuni will not be an easy one, I assure you"

"Understood" Pītā said with another nod as he turned to leave "If I may...?"

Orochimaru nodded, not even bothering to look at Pītā as he left the room, leaving the Sannin alone with Kabuto. Once they were both sure the boy was gone, Orochimaru placed his pen down and hummed in thought as Kabuto stepped forward.

"Forgive me for questioning your reason Orochimaru-sama, but are you sure this is wise?" Kabuto said with a frown beginning to form on his face as he adjusted his glasses "The outpost's remote location in Yuki no Kuni is dangerous, especially now that the nation is about to enter a period of winter as they shutdown the Heat Generators for maintenance and further study"

"I am aware" Orochimaru said with a thoughtful look on his face "Be sure to remind Pītā-kun to see if he can obtain any sort of blueprints for them while he's there, would you?"

"I shall" Kabuto nodded before a smirk grew on his face "Along with any notes left over that details how the late Dotō Kazahana was able to create his 'Chakra' Armour"

"Excellent" Orochimaru said with a pleased nod before he frowned "Though, I suppose it wont matter in the end if Pītā-kun perishes"

Kabuto hummed at this before a thought occurred to him "Orochimaru-sama?"

"Hmm?"

"Are you planning to take his body after Satsuki-chan's?" Kabuto asked.

This isn't the first time he's asked his master if he intended to take Pītā's body when Orochimaru's current body begins to reject him. The only reason that he wasn't used instead of Gen'yūmaru but sadly the teen was at another hideout at the time along with another potential candidate, Guren.

Orochimaru gave Kabuto a side glance, his expression unreadable "Perhaps. This mission will show whether or not he'll be worth the effort"

Kabuto nodded at this "Of course"

With that, Orochimaru dismissed the younger man and resumed his studies all the while a small part of him imagined the possibilities of having both Satsuki's Sharingan combined with Pītā's powerful body...

...

Satsuki used to believe that the most annoying person she'd ever meet would be Naruto Uzumaki and after him Pītā Pāka.

But that was before she began to spend prolonged periods of time with Kabuto. It was even worse when he'd be her medic after any sort of training session which made his condescending remarks even worse.

"And how are we doing today?" Kabuto asked as he stepped into the 'medical ward' and approached Satsuki's bed.

Said girl was lying on her assigned bed with most of her cuts tended to and healed with a tag with an intricate seal on it resting over some of the bruises she received from Orochimaru earlier in the day.

"I feel fantastic..." Satsuki hissed in pain and anger as phantom pains from the Cursed Seal seemed to echo through her body, causing her to twitch.

Kabuto smirked as he took the clipboard resting next to Satsuki's bed and went over it "Your lucky you know. Had you been anyone else, you'd be dead"

"Even you?" Satsuki asked with a glare of annoyance.

"Even me" Kabuto admitted with a laugh as he flipped the page to see what else was noted.

Satsuki rolled her eyes at this "Good to know that I'm considered more valuable"

"For now" Kabuto stated as he set the clipboard down and turned towards Satsuki with a frown "You really should be more respectful to Orochimaru-sama. He's put a lot of time and effort into your training. To make you strong enough to kill your brother, you should show him a modicum of respect"

"So I've learned" Satsuki thought as her hand traveled up to rest over where her Curse Mark was.

Even now it was still sending phantom pains through her body, causing her to almost groan in pain.

"Your use of the Curse Mark is quite remarkable" Kabuto said as he watched Satsuki closely "Not may can utilize in ways that you have and come out relatively okay. Even the Sound Four couldn't, and they were considered some of Orochimaru-sama's most powerful servants"

"They weren't Uchiha..." Satsuki muttered before something occurred to her "Does Pāka have a Curse mark like me?"

Kabuto quirked a brow at this "Why so curious?"

"In our previous fights, I had yet to seem him utilize anything of the sort against me" Satsuki said with a small shrug that she regretted as it caused her Curse Mark to flare up again, causing her to shiver in pain.

Kabuto hummed as he adjusted his glasses "Well, to answer your question, no he doesn't have a mark like yours"

"Did Orochimaru not give him one?" Satsuki asked with a frown of confusion.

Aside from Kabuto and the lowliest of Orochimaru's foot soldiers, all of his higher power leveled Shinobi possessed Curse Marks to varying degrees of potency with her's, according to Kabuto, being the highest and most advance out of all previous generations. Despite facing Pītā only twice, he struck her as someone powerful enough for Orochimaru to bestow such a upgrade in power, even if it still made him inferior in Satsuki's eyes.

"You misunderstand..." Kabuto chuckled "He has a Curse Mark, but it's not the Cursed Mark of Heaven. His was similar to Kimimaro's Cursed Seal of Earth, though it is admittedly weaker in comparison given he was given Orochimaru-sama's first version of the mark"

Satsuki hummed at this, filing this information for later use. She also made a note to research this seal when she got the chance, to learn it's capabilities should Pītā ever call on it when she next faces him. The look on his face when she effortlessly counters the power he gets from his seal brought a grin to her face.

_'Ohhhhh yes...'_ Satsuki thought with a sound that almost sounded like a giggle.

Kabuto seemed to notice this and held back a rather sarcastic comment as he watched Satsuki fantasize over beating Pītā.

_'Kids these days...'_ Kabuto thought with a dry look before he sighed "Though it may end up being a moot point soon"

"Satsuki frowned at this and turned towards Kabuto "what do you mean?"

"Orochimaru-sama is sending Pītā-kun on a important mission" Kabuto revealed with a slight shrug "There's no guarantee he'll survive it"

"Hmm, where is Pāka going?" Satsuki asked with a narrowing of her eyes, her Sharingan just barely visible between her eye lids.

Kabuto smirked at this "Aww, already missing him?"

"I have a score to settle with him. I refuse to have him die before I have broken him and left begging for mercy at my feet" Satsuki growled darkly, the intensity of her glare and chakra were enough to cause a cool chill to snake it's way up Kabuto's spine.

"I'll... let him know. Maybe it'll serve as a good reason for him to survive his mission"

Or a good reason not to survive it.

...

Several stories below the medical ward that Satsuki was placed in, Pītā was slowly sealing away his provisions, clothes, extra Kunai and Shuriken into several small sealing scrolls before he sealed them all in an even larger scroll that he'll have attacked across his lower back, just below the standard black Flack Jacket that all Jōnin of Oto were equipped with. He also took the time to store his most complete spider puppets in a scroll of their own that he would have attached to his back at an angle to allow him to better move his shoulders.

_'Seventy explosive tags, thirty nine barrier seals, a hundred and sixty Kunai, double that for Shuriken, a dozen of old school oils bombs with five second fuses and six hundred and fifty senbon bathed in my own personal venom loaded up into my six spider puppets..._' Pītā thought as he cupped his chin before his shoulders sagged '_Not even enough to last five minutes in that hell hole' _

He'll probably end up using half of it after taking only six steps into the Outpost.

"UGH, why couldn't Orochimaru-sama give me a platoon to take with me!" Pītā sighed in exasperation as he reached over and grabbed his mask and gave it a quick look to check it's condition.

The mask was very similar to that of an ANBU's with the only real differences being that it was pitch black, like most of his attire and the eye holes were covered by black reflective lenses, to help dim the light of the sun for his sensitive eyes. Seeing no cracks, chips or scratches on it, he nodded and placed it aside as he finished packing the last of his scrolls in the various hidden pockets of his flack jacket and the large pouch on the front.

"Alrighty than" Pītā said with a nod as grabbed a white hooded sleeveless jacket and slipped it on.

The hoodie clashed greatly with the rest of his attire but it was comfortable, that's all the really mattered. If he cared for style he'd ask for some tips from Tayuya back when she was still alive.

_'Hard to believe it's already been three months since she's died_' Pītā thought with a slightly down trodden expression.

While he and Tayuya were far from friends, they were still... well they weren't mortal enemies. Sure she's tried to kill him on two occasions, one of which involved stabbing him in the chest with her flute but to be fair he may have accidently had sex with her when they were both highly intoxicated after they were both given the rank of chūnin. And if it wasn't for her, they both would've died long before Orochimaru found them along the boarders of Tsuchi no Kuni.

_'I guess I can stop by where she died and pay my respects on the way back... assuming I live through this whole mission' _Pītā thought as he grabbed his mask and quickly made his way out of his room and up towards the base's main entrance.

While Orochimaru did say he could leave in the morning, Pītā would very much rather get this over with now. The less time thinking on where he was going, the better in his opinion. There weren't many people out at this time, which Pītā was thankful for, it meant less people to distract him from leaving even sooner. He just hoped he could avoid Kabuto before he made it to the entrance, the older teen always seemed to be the last one to see him off and pass on a few words of wisdom.

_"If you think your about to die, try to find a place where your body wont be discovered so I can retrieve it. I'm very curious to see how your body in structured Pītā-kun!" _

_"If your facing capture, save us all the trouble and just kill yourself" _

_"I hope your 'luck' finally runs out __Pītā-kun. Don't worry, I'll break the news to Guren-chan gently"_

"What a considerate man" Pītā muttered with a snort as he approached the main entrance to the base and saw that it was bright and sunny outside, causing him to hiss in displeasure as he pulled his hood up and set his mask on "Whelp, let's get this soon to be horror show started"

If only he knew...

...

* * *

And done.

Next chapter, Pītā's less than stellar journey to the Land of Snow...


End file.
